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                                                                    Exhibit 10.1


                       CAPITAL ENVIRONMENTAL RESOURCE INC.

                         EXECUTIVE EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is dated as of January 5, 2004 by
and among CAPITAL ENVIRONMENTAL RESOURCE INC., an Ontario corporation (the
"Company"), WASTE SERVICES, INC., a Delaware, USA corporation ("WSI") and IVAN
R. CAIRNS (the "Executive"):

WHEREAS, the Company desires to employ Executive in an executive capacity and
Executive desires to enter into the Company's employ upon the terms and subject
to the conditions set forth in this Agreement;

AND WHEREAS, as of the date of this Agreement, the Company is the parent of WSI;

AND WHEREAS, the Company intends to effect a reorganization transaction (the "US
Reorganization Transaction") pursuant to which the Company will become a
subsidiary of WSI;

AND WHEREAS, in the course of his employment with the Company, Executive will
perform his duties and responsibilities for both the Company and WSI and their
respective affiliated corporations.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth
herein, the receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:

1.       EMPLOYMENT.

The Company shall employ Executive and Executive shall be employed by the
Company, upon the terms and subject to the conditions set forth in this
Agreement effective as of January 5, 2004 (the "Effective Date"); PROVIDED
HOWEVER that as a condition to effectiveness of this Agreement, the Company and
Executive shall have entered into an Indemnification Agreement substantially in
the form of Exhibit A attached hereto.

2.       TERM OF EMPLOYMENT.

The period of Executive's employment under this Agreement (the "Employment
Term") shall begin on the Effective Date and shall continue until Executive's
employment is terminated in accordance with Section 5 below.

3.       DUTIES AND RESPONSIBILITIES.

(a)      Executive shall serve as Executive Vice-President, General Counsel and
         Secretary of the Company and of WSI and shall report to the Chief
         Executive Officer of the Company. Following consummation of the U.S.
         Reorganization Transaction, the Executive shall report to the Chief
         Executive Officer of WSI. In such capacity, Executive shall perform the
         customary duties of such positions, along with such other duties as may
         be assigned to Executive from time to time by the Chief Executive
         Officer and/or by the Board of Directors of the Company, or of WSI
         following consummation of the U.S.


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         Reorganization Transaction (the "Board of Directors") or a duly
         authorized committee thereof; PROVIDED HOWEVER that Executive shall
         have such responsibility and authority as is normally conferred upon
         such an officer.

(b)      During the Employment Term, Executive shall devote his full time and
         attention during normal business hours to the affairs of the Company
         and of WSI and use his best efforts to perform faithfully and
         efficiently his duties and responsibilities; PROVIDED, HOWEVER, that
         subject to the limitations of Section 8 hereof and to the prior
         approval of the Chief Executive Officer of the Company, Executive may
         serve on corporate, industry, civic or charitable Boards or committees
         as long as such activities do not interfere with the performance of
         Executive's responsibilities hereunder. Executive agrees to act at all
         times in the best interests of the Company and of WSI and to take no
         action or make any statement, oral or written, which could reasonably
         be expected by Executive to injure the business, financial condition,
         results of operations, prospects, interests or reputation of the
         Company or of WSI.

(c)      Executive agrees to comply at all times during the Employment Term with
         all applicable policies, rules, codes and regulations of the Company in
         effect from time to time, including, without limitation, all applicable
         codes of ethics or conduct and all policies regarding trading in the
         common stock of the Company, or following consummation of consummation
         of the US Reorganization Transaction, of WSI.

4.       COMPENSATION AND BENEFITS.

(a)      BASE SALARY. During the Employment Term, the Company shall pay
         Executive a base salary at the annual rate of $330,000 USD (which Base
         Salary, shall at the election of Executive, be paid in Canadian
         dollars), or such higher rate as may be determined from time to time by
         the Board of Directors of the Company or following consummation of the
         US Reorganization Transaction, of WSI, or a duly authorized committee
         thereof (such amount, as increased from time to time, the "Base
         Salary"). Such Base Salary shall be paid on the Company's regular pay
         days in accordance with the Company's standard payroll practice for
         executive officers, subject only to such payroll and withholding
         deductions as may be required by law. For all purposes under this
         Agreement, Executive's Base Salary shall include any amount which is
         deferred under any nonqualified plan or arrangement of the Company.

(b)      INCENTIVE COMPENSATION.

         (i)      ANNUAL CASH BONUS. In addition to the Base Salary, Executive
                  shall be eligible for an annual cash bonus (either pursuant to
                  a bonus or incentive plan or program of the Company or
                  otherwise) for each fiscal year during the Employment Term.
                  Executive's target annual cash bonus will be equal to 100%
                  (the "Target Bonus Rate") of his Base Salary in effect at the
                  beginning of the relevant fiscal year. The amount of the
                  annual cash bonus, which may be higher or lower than the
                  Target Bonus Rate, shall be determined by the Board of




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                  Directors of the Company, or following consummation of the US
                  Reorganization Transaction, of WSI, or a duly authorized
                  committee thereof based upon applicable corporate and
                  individual performance targets established by such Board of
                  Directors or such committee in its sole discretion (the
                  "Annual Bonus"). For all purposes under this Agreement,
                  Executive's Annual Bonus shall include any amount which is
                  deferred under any nonqualified plan or arrangement of the
                  Company.

         (ii)     LONG-TERM OR SUPPLEMENTAL INCENTIVE COMPENSATION. Executive
                  shall be eligible to participate in any supplemental and/or
                  long-term incentive compensation plans or programs (which may
                  consist of stock options, restricted stock, long-term cash
                  awards or other forms of long-term or supplemental incentive
                  compensation) generally made available to full-time senior
                  executive officers of the Company, which plans or programs
                  shall be substantially similar to those plans or programs
                  generally made available to full-time executive officers of
                  WSI.

(c)      BENEFIT PLANS. Executive shall be eligible to participate in and
         receive benefits under all retirement, health and welfare benefit
         plans, programs and arrangements which are from time to time available
         to full-time senior executive officers of the Company (and which plans,
         programs and arrangements shall be substantially similar to such
         benefit plans, programs and arrangements made available to full-time
         senior executive officers of WSI), in accordance with the terms and
         conditions of such plans, programs and arrangements in effect from time
         to time. Such benefit plans, programs and arrangements will include
         family medical, family dental and family vision benefit plans and
         short-term and long-term disability plans, and may include, without
         limitation, life insurance plans, accidental death insurance plans,
         travel accident insurance plans, savings and retirement plans and
         pension plans (all such benefit plans, the "Benefit Plans"). At his
         option, Executive may pay directly the premiums for coverage under the
         above-mentioned disability plans and have the Company pay to him, as
         additional income, an amount equal to the amount of those premiums.
         Executive agrees to submit to a physical examination from time to time
         as requested by the Company to facilitate Executive's participation in
         one or more Benefit Plans. The Company may terminate or reduce benefits
         under any such plans, programs or arrangements to the extent such
         reductions apply uniformly to all full-time senior executive officers
         of the Company, or following consummation of the US Reorganization
         Transaction, of WSI, and Executive's benefits shall be reduced or
         terminated accordingly. The Company's obligations under this Section
         4(c) are expressly conditioned on Executive and his family dependents
         taking all reasonable actions (including but not limited to enrolling
         in all health and welfare benefit programs, plans and arrangements
         which are from time to time available to the full-time senior executive
         officers of the Company, as and when Executive and his family
         dependents become eligible to participate in such programs, plans and
         arrangements) and providing all information as the Company shall
         reasonably request and as is necessary for the Company to fulfill such
         obligations.



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(d)      VACATION. In addition to normal statutory holidays recognized by the
         Company, Executive shall be entitled to the greater of (a) four weeks
         of paid vacation for each fiscal year during the Employment Term and
         (b) such other amount of paid vacation as may be afforded executive
         officers in effect from time to time under the Company's policies,
         which policies shall be substantially similar to WSI's policies for
         executive officers ("Vacation Time").

(e)      EXPENSE REIMBURSEMENT. The Company shall promptly reimburse Executive
         for travel and other out-of-pocket expenses incident to his position in
         accordance with the Company's customary practices applicable to full
         time executive officers.

(f)      REIMBURSEMENT OF CERTAIN TAX EXPENSES. The Company shall, upon written
         demand by Executive, accompanied by supporting invoices, promptly
         reimburse Executive for all costs and expenses (including reasonable
         legal, accounting and other advisory fees) incurred by Executive to (i)
         determine in any tax year of Executive, the tax consequences to
         Executive of any amount payable (or reimbursable) under Section 7
         hereof, or (ii) prepare responses to an Internal Revenue Service or
         Canada Customs and Revenue Agency audit of, and to otherwise defend,
         his personal income tax return for any year during the Employment Term
         or to defend himself in any administrative proceeding or civil
         litigation relating to any such tax return, in each case that is
         occasioned by or related to any audit by the Internal Revenue Service
         or Canada Customs and Revenue Agency of the Company's income tax
         returns; PROVIDED, HOWEVER, in no event shall the Company be required
         to reimburse Executive for costs and expenses in excess of seventy-five
         thousand United States dollars ($75,000 USD) in any given fiscal year
         pursuant to this Section 4(f).

(g)      FRINGE BENEFITS AND PERQUISITES. Executive shall be eligible to
         participate in and receive benefits under all fringe benefit plans,
         practices, policies and programs of the Company to the same extent, and
         subject to the same terms and conditions, as those arrangements are
         made available to full-time senior executive officers of the Company,
         provided that such benefits shall be substantially similar to the
         fringe benefit plans, practices, policies and programs made available
         to full-time senior executive officer.

5.       TERMINATION OF EMPLOYMENT.

Executive's employment under this Agreement may be terminated under any of the
circumstances set forth in this Section 5. Upon termination, Executive (or his
beneficiaries or estate as the case may be) shall be entitled to receive the
compensation and benefits described in Section 6 and, if applicable, Section 7
below.

(a)      DEATH. Executive's employment hereunder shall terminate automatically
         upon Executive's death.



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(b)      TOTAL DISABILITY. The Company may terminate Executive's employment
         hereunder, by written notice to Executive delivered in accordance with
         Sections 5 (g) and 15 hereof, upon a determination pursuant to this
         Section 5 (b) that Executive is "Totally Disabled." For purposes of
         this provision, "Totally Disabled" shall have the meaning as it has
         under the long-term disability policy covering Executive pursuant to
         Section 4 (c) hereof. Executive's receipt of disability benefits under
         the Company's long-term disability plan shall be deemed conclusive
         evidence of Total Disability for purposes of this Agreement.

(c)      TERMINATION BY THE COMPANY FOR CAUSE. The Company may terminate
         Executive's employment hereunder for "Cause" at any time, by written
         notice to Executive delivered in accordance wit Sections 5(g) and 15
         hereof.

         (i)      For purposes of this Agreement, the term "Cause" shall mean
                  any of the following: (A) conviction of a crime (including
                  conviction on a nolo contendere plea) involving the commission
                  by Executive of an indictable offense or of a misdemeanor
                  involving, in the good faith judgment of the Board of
                  Directors of the Company, or following consummation of the US
                  Reorganization Transaction, of WSI, fraud, dishonesty or moral
                  turpitude; (B) Executive's deliberate and continual refusal to
                  perform the duties and responsibilities assigned to Executive
                  under this Agreement (other than as a result of vacation
                  permitted under this Agreement, sickness, illness or injury);
                  (C) fraud or embezzlement by Executive, determined in
                  accordance with the internal investigative procedures of the
                  Company, consistently applied; (D) gross misconduct or gross
                  negligence by Executive in connection with the business of the
                  Company or an Affiliate (hereinafter defined) unless Executive
                  reasonably believed, in good faith, that his acts or omissions
                  were in or not opposed to the best interests of the Company or
                  such Affiliate (without intent of Executive to gain therefrom,
                  directly or indirectly, a profit to which he is not legally
                  entitled); (E) any material breach by Executive of any
                  provisions of Section 8 of this Agreement or of any provisions
                  of the Confidentiality and Proprietary Information Agreement
                  (as defined herein); PROVIDED, HOWEVER, that the occurrence of
                  an act or omission covered by clauses (B), (D) or (E) of this
                  Section 5 (c) (i) shall not constitute "Cause" if Executive
                  remedies such act or omission within ten (10) business days
                  after delivery by the Company of written notice to Executive
                  in accordance with Section 15 hereof specifying in reasonable
                  detail the facts and circumstances believed by the Company to
                  constitute such "Cause".

         (ii)     Any determination of Cause under this Agreement shall be made
                  by resolution duly adopted by the affirmative vote of at least
                  two-thirds of the members of the Board of Directors of the
                  Company prior to the U.S. Reorganization Transaction, or of
                  the Board of Directors of WSI following consummation of the
                  U.S. Reorganization Transaction (not including Executive if
                  Executive is a member of the Board of Directors) at a meeting
                  of such Board of Directors called and held



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                  for that purpose; PROVIDED that Executive shall have been
                  given written notice of such meeting by certified mail at
                  least ten (10) business days prior to the meeting and shall
                  have been given the opportunity to be heard by such Board of
                  Directors before such resolution is passed. The failure by the
                  Company to follow the procedures set forth in this Section
                  5(c) (ii) shall result in the termination of the Executive's
                  employment being deemed to be a termination by the Company
                  without Cause.

(d)      TERMINATION BY EXECUTIVE FOR GOOD REASON. Executive may terminate his
         employment hereunder for Good Reason after delivery by Executive of
         written notice to the Company in accordance with Sections 5 (g) and 15
         hereof within sixty (60) days after the occurrence of a Good Reason
         Event (as hereinafter defined). For purposes of this Agreement, "Good
         Reason" means the occurrence of any of the following events (each a
         "Good Reason Event") without Executive's written consent during the
         Employment Term:

         (i)      A change in Executive's responsibilities or titles or any
                  other action by the Company or by WSI which represents a
                  material diminution of Executive's position, status or
                  authority, except in connection with or as a result of the
                  termination of Executive's employment pursuant to any
                  provision of this Section 5 (a "Dimunition"); PROVIDED,
                  however that such Dimunition shall not constitute "Good
                  Reason" or a "Good Reason Event" if the Company remedies such
                  Dimunition within ten (10) business days after delivery by
                  Executive of written notice to the Company in accordance with
                  Section 15 hereof specifying in reasonable detail the facts
                  and circumstances believed by Executive to constitute such
                  Dimunition.

         (ii)     A reduction by the Company in Executive's Base Salary.

         (iii)    A material breach by the Company of Section 4(c) hereof;
                  PROVIDED, HOWEVER that such a breach shall not constitute
                  "Good Reason" or a "Good Reason Event" if the Company remedies
                  such breach within ten (10) business days after delivery by
                  Executive of written notice to the Company in accordance with
                  Section 15 hereof specifying in reasonable detail the facts
                  and circumstances believed by Executive to constitute a
                  material breach of Section 4(c).

         (iv)     A change of Executive's principal place of employment to a
                  location outside of the Burlington/ Oakville/Hamilton area.

          (v)     The failure by the Company to pay Executive any material
                  amount of his Base Salary, or any material amount of other
                  compensation, that is due and payable under this Agreement
                  within ten (10) business days after Executive makes written
                  demand for such amount.



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          (vi)    The failure by the Company to enter into a written agreement
                  with any entity that purchases all or substantially all of the
                  assets of the Company and/or of WSI or any entity into which
                  the Company and/or WSI is merged (each a "Successor") pursuant
                  to which such Successor agrees to assume all of the
                  obligations of the Company under this Agreement at and
                  effective as of the closing of such sale of assets or merger.

(e)      VOLUNTARY TERMINATION BY EXECUTIVE. Executive may terminate his
         employment hereunder without Good Reason at any time during the
         Employment Term after providing thirty (30) days' written notice to the
         Company delivered in accordance with Sections 5(g) and 15 hereof.

(f)      TERMINATION BY COMPANY WITHOUT CAUSE. At any time during the Employment
         Term, the Company may terminate Executive's employment hereunder
         without Cause by written notice to Executive delivered in accordance
         with Sections 5 (g) and 15 hereof.. For purposes of this Agreement,
         Executive's employment will be deemed to have been terminated "Without
         Cause" if Executive is terminated by the Company for any reason other
         than Death pursuant to Section 5(a), Total Disability pursuant to
         Section 5(b) or Cause pursuant to Section 5(c).

(g)      NOTICE OF TERMINATION. Any termination of Executive's employment by the
         Company for Cause pursuant to Section 5(c), without Cause pursuant to
         Section 5(f), or as a result of Executive's Total Disability pursuant
         to Section 5(b), or by Executive for Good Reason pursuant to Section
         5(d), shall be communicated by Notice of Termination to the other party
         hereto given in accordance with this Agreement. For purposes of this
         Agreement, a "Notice of Termination" means a written notice which (i)
         indicates the specific termination provision in this Agreement relied
         upon, (ii) sets forth in reasonable detail the facts and circumstances
         claimed to provide a basis for termination of Executive's employment
         under the provision so indicated, and (iii) specifies the effective
         date of termination, if such date is other than the date of receipt of
         such notice (which effective date shall not be (A) less than ten (10)
         business days after the giving of such notice in the case of
         termination by Executive for Good Reason or (B) more than 15 days after
         the giving of such notice in all other cases). Any voluntary
         termination of Executive's employment by Executive pursuant to Section
         5(e) shall be communicated by written notice to the Company specifying
         (i) that Executive wishes to terminate his employment with the Company
         pursuant to Section 5(e) hereof and (ii) indicating the effective date
         of termination (which effective date shall not be less than 30 days
         after the giving of such notice).



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6.       COMPENSATION AND BENEFITS FOLLOWING TERMINATION OF EMPLOYMENT.

In the event that Executive's employment hereunder is terminated, Executive
shall be entitled to the following compensation and benefits upon such
termination:

(a)      COMPENSATION AND BENEFITS PAYABLE FOLLOWING TERMINATION FOR ANY REASON.
         The following compensation and benefits shall be payable upon
         termination of Executive's employment under this Agreement for any
         reason:

         (i)      Executive or his beneficiaries or estate shall be entitled to
                  receive, within fourteen (14) days after the effective date of
                  termination, any accrued but unpaid Base Salary for services
                  rendered by Executive to the Company prior to the date of
                  termination, any accrued but unpaid expenses required to be
                  reimbursed under this Agreement, and cash compensation (at a
                  rate per day equal to the Base Salary divided by the number of
                  business days in the relevant year) for any accrued Vacation
                  Time that remained unused by the Executive at the time of
                  termination; and

         (ii)     Any earned benefits to which Executive (or his beneficiaries
                  or estate) may be entitled pursuant to the plans, policies and
                  arrangements referred to in Sections 4(b), 4(c) and 4(g)
                  hereof shall be determined and paid in accordance with the
                  terms of such plans, policies and arrangements. In the case of
                  compensation previously deferred by Executive, all amounts
                  previously deferred and not yet paid by the Company shall be
                  paid to Executive (or his beneficiaries or estate) within
                  fourteen (14) days after the effective date of termination
                  unless such payment is inconsistent with the terms of any
                  payment election made by Executive with respect to such
                  deferred compensation.

(b)      TERMINATION BY REASON OF DEATH. In the event that Executive's
         employment is terminated by reason of Executive's death, the Company
         shall pay Executive's estate the following compensation and benefits in
         addition to the compensation and benefits provided in Section 6 (a)
         above:

         (i)      Executive's estate shall be entitled to be paid:

                  (A)      Executive's Base Salary at the rate in effect
                           immediately prior to Executive's date of death on the
                           Company's regular pay days for a period of three (3)
                           years from the effective date of termination as if
                           his employment had continued until the end of such
                           three (3) year period; and

                  (B)      an aggregate amount equal to three (3) times the
                           average of the Annual Bonus paid to Executive in the
                           three (3) most recently completed fiscal years
                           preceding the effective date of termination, without
                           regard to whether the



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                           payment of all or any portion of such Annual Bonus
                           has been deferred (such average being hereinafter
                           referred to as the "Bonus Average"), which shall be
                           paid in equal installments on the Company's regular
                           pay days over the course of thirty-six (36) months
                           from the effective date of termination; PROVIDED,
                           HOWEVER, that if at the time of termination Executive
                           has not been employed by the Company for three fiscal
                           years, the Bonus Average shall be deemed for all
                           purposes of this Agreement to equal Executive's
                           Target Bonus Rate multiplied by his Base Salary at
                           the rate in effect immediately prior to the effective
                           date of termination. The Company may purchase
                           insurance to cover all or any part of the obligations
                           set forth in this Section 6(b)(i) and Executive
                           agrees to submit to a physical examination from time
                           to time to facilitate the procurement or renewal of
                           such insurance. Any proceeds of such insurance paid
                           to Executive or his beneficiaries or estate shall be
                           considered a portion of the payments required to be
                           made to Executive pursuant to this Section 6(b)(i)
                           and shall not be in addition thereto.

         (ii)     Executive's dependents shall be entitled to continue to
                  receive medical, dental and vision insurance coverage at least
                  equal in type and amount to that made available to dependents
                  of full-time senior executives of the Company and/or of WSI
                  immediately prior to Executive's death for a period of three
                  (3) years from the effective date of termination, or until
                  Executive's dependants become eligible for substantially
                  similar employer-provided health insurance benefits from any
                  other person or business entity, whichever comes first. In the
                  event that participation in any such plan, program or
                  arrangement of the Company is prohibited, the Company will
                  arrange to provide substantially similar to those benefits
                  which Executive's dependents would have been entitled to
                  receive under such plan, program or arrangement for such
                  period.

         (iii)    All of Executive's then outstanding options to purchase shares
                  of the Company's common stock, or following consummation of
                  the US Reorganization Transaction, of WSI's common stock,
                  shall be vested and exercisable in accordance with the terms
                  of the stock option plan of the Company or of WSI, as the case
                  may be, pursuant to which such options were granted (the
                  "Governing Stock Option Plan") as then in effect.

(c)      TERMINATION BY REASON OF TOTAL DISABILITY. In the event that
         Executive's employment is terminated by reason of Executive's Total
         Disability pursuant to Section 5(b) hereof, the Company shall pay
         Executive the following compensation and benefits in addition to the
         compensation and benefits provided for in Section 6(a) above:

         (i)      Subject to Section 6(c)(ii) below, Executive shall be entitled
                  to be paid:

                  (A)      his Base Salary at the rate in effect immediately
                           prior to the effective date of termination on the
                           Company's regular pay days for a period of three (3)




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                           years from the effective date of termination as if
                           his employment had continued until the end of such
                           three (3) year period; and

                  (B)      an aggregate amount equal to three (3) times the
                           Bonus Average, which shall be paid in equal
                           installments on the Company's regular pay days over
                           the course of thirty-six (36) months from the
                           effective date of termination.

         (ii)     Whenever compensation is payable to Executive under Section
                  6(c)(i) during a period in which he is partially or totally
                  disabled, and such disability would (except for the provisions
                  hereof) entitle Executive to disability income or salary
                  continuation payments from the Company according to the terms
                  of any plan or program presently maintained or hereafter
                  established by the Company, the disability income or salary
                  continuation paid to Executive pursuant to any such plan or
                  program shall be considered a portion of the payments required
                  to be made to Executive pursuant to this Section 6(c) and
                  shall not be in addition thereto. If disability income is
                  payable directly to Executive by an insurance company under
                  the terms of an insurance policy paid for by the Company, the
                  amounts paid to Executive by such insurance company shall be
                  considered a portion of the payment to be made to Executive
                  pursuant to this Section 6(c) and shall not be in addition
                  thereto.

         (iii)    Executive and his dependents shall be entitled to continue to
                  receive medical, dental and vision insurance coverage at least
                  equal in type and amount to that made available to full-time
                  senior executives of the Company immediately prior to the
                  effective date of termination for a period of three (3) years
                  from the effective date of termination, or until Executive
                  becomes eligible for substantially equivalent
                  employer-provided health insurance benefits from any other
                  person or business entity, whichever occurs first. In the
                  event that participation in any such plan, program, or
                  arrangement of the Company is prohibited, the Company will
                  arrange to provide benefits substantially similar to those
                  benefits which Executive would have been entitled to receive
                  under such plan, program, or arrangement, for such period.

         (iv)     All of Executive's then outstanding options to purchase shares
                  of the Company's common stock, or following consummation of
                  the US Reorganization Transaction, of WSI's common stock,
                  shall be vested and exercisable in accordance with the terms
                  of the stock option plan of the Company or of WSI, as the case
                  may be, pursuant to which such options were granted (the
                  "Governing Stock Option Plan") as then in effect.

(d)      TERMINATION FOR CAUSE. In the event that Executive's employment is
         terminated by the Company for Cause pursuant to Section 5(c) hereof,
         the Company shall not be obligated to make any payments to Executive
         under this Agreement on or following the



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         effective date of termination, other than the compensation and benefits
         provided for in Section 6(a) above.

(e)      VOLUNTARY TERMINATION BY EXECUTIVE. In the event that Executive
         terminates his employment without Good Reason pursuant to Section 5(e)
         hereof, the Company shall not be obligated to make any payments to
         Executive under this Agreement on or following the date of termination,
         other than the compensation and benefits provided for in Section 6(a)
         above.

(f)      TERMINATION BY COMPANY WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON.
         In the event that Executive's employment is terminated by the Company
         without Cause pursuant to Section 5(f) hereof or by the Executive for
         Good Reason pursuant to Section 5(d) hereof, the Company shall pay to
         Executive the following compensation and benefits in addition to the
         compensation and benefits provided for in Section 6(a) above:

         (i)      Executive shall be entitled to be paid:

                  (A)      his Base Salary at the rate in effect immediately
                           prior to the effective date of termination on the
                           Company's regular pay days for a period of two (2)
                           years from the effective date of termination as if
                           his employment had continued until the end of such
                           two (2)-year period; and

                  (B)      an aggregate amount equal to two (2) times the Bonus
                           Average, which shall be paid in equal installments on
                           the Company's regular pay days over the course of
                           twenty-four (24) months from the effective date of
                           termination.

         (ii)     Executive and his dependents shall be entitled to continue to
                  receive medical, dental and vision insurance coverage at least
                  equal in type and amount to that made available to full-time
                  senior executives of the Company immediately prior to the
                  effective date of termination for a period of two (2) years
                  from the effective date of termination, or until Executive
                  becomes eligible for substantially equivalent
                  employer-provided health insurance benefits from any other
                  person or business entity, whichever occurs first. In the
                  event that participation in any such plan, program or
                  arrangement of the Company is prohibited, the Company will
                  arrange to provide benefits substantially similar to those
                  benefits which Executive would have been entitled to receive
                  under such plan, program or arrangement for such period.

         (iii)    All of Executive's then outstanding options to purchase shares
                  of the Company's common stock, or following consummation of
                  the US Reorganization Transaction, of WSI's common stock,
                  shall be vested and exercisable in accordance with the terms
                  of the stock option plan of the Company or of WSI, as the case
                  may be, pursuant to which such options were granted (the
                  "Governing Stock Option Plan") as then in effect;



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         PROVIDED, HOWEVER, that if the Company terminates Executive's
         employment without Cause or Executive terminates his employment with
         the Company for Good Reason within the one-year period preceding, or
         within the two-year period following, a "Change of Control", Executive
         shall be paid the compensation and benefits provided for in Section 7
         hereof rather than the compensation and benefits provided for in this
         Section 6(f).

(g)      NO OTHER BENEFITS OR COMPENSATION. Except as may be provided under this
         Agreement or under the terms of any Compensation Plans or Benefit Plans
         in effect and applicable to Executive on the effective date of
         termination, Executive shall have no right to receive any other
         compensation, or to participate in any other plan, arrangement or
         benefit after such termination and all other obligations of the Company
         and rights of Executive under this Agreement shall terminate effective
         as of the effective date of termination.

7.       CHANGE OF CONTROL.

(a)      RESIGNATION FOLLOWING CHANGE OF CONTROL. If (i) the Company terminates
         Executive's employment without Cause or Executive Terminates his
         employment with the Company for Good Reason and (ii) a "Change of
         Control" has occurred within the two-year period preceding or within
         the one-year period following the effective date of termination,
         Executive shall be entitled to the compensation described in this
         Section 7 in addition to the compensation and benefits provided for in
         Section 6(a) and in lieu of the compensation and benefits provided for
         in section 6(f) above:


         (i)      a lump sum amount equal to three(3) times the sum of (A) and
                  (B) below:

                  (A)      his Base Salary at the rate in effect immediately
                           prior to the effective date of termination; and

                  (B)      the Bonus Average.

         (ii)     Executive and his dependents shall be entitled to continue to
                  receive medical, dental and vision insurance coverage at least
                  equal in type and amount to that made available to full-time
                  senior executives of the Company immediately prior to the
                  effective date of termination for a period of three (3) years
                  from the effective date of termination, or until Executive
                  becomes eligible for employer-provided health insurance
                  benefits from any other person or business entity (whether or
                  not those health insurance benefits are comparable to the
                  health insurance benefits provided by the Company), whichever
                  occurs first. In the event that participation in any such
                  plan, program, or arrangement of the Company is prohibited,
                  the Company will arrange to provide benefits



                                      -12-
<PAGE>

                  substantially similar to those benefits which Executive would
                  have been entitled to receive under such plan, program, or
                  arrangement, for such period.

         (iii)    All of Executive's then outstanding options to purchase shares
                  of the Company's common stock, or following consummation of
                  the US Reorganization Transaction, of WSI's common stock,
                  shall be vested and exercisable in accordance with the terms
                  of the stock option plan of the Company or of WSI, as the case
                  may be, pursuant to which such options were granted (the
                  "Governing Stock Option Plan") as then in effect.

(b)      DEFINITION OF CHANGE OF CONTROL. For purposes of this Agreement, a
         "Change of Control" shall be deemed to have occurred upon the happening
         of any of the following:

         (i)      the sale or lease of all or substantially all of the assets of
                  the Company to any other person or entity other than a direct
                  or indirect wholly-owned subsidiary or parent of the Company;

         (ii)     a merger, amalgamation, consolidation or other reorganization
                  of the Company with any other entity (other than a direct or
                  indirect wholly-owned subsidiary or parent of the Company), in
                  which the Company is not the surviving entity or becomes owned
                  entirely by another entity, unless at least 50% of the
                  outstanding voting securities of the surviving or parent
                  corporation, as the case may be, immediately following such
                  transaction are beneficially held by such persons and/or
                  entities that beneficially held the outstanding voting
                  securities of the Company immediately prior to such
                  transaction, and such outstanding voting securities are
                  beneficially held by such persons and/or entities in the same
                  proportion as such persons and/or entities beneficially held
                  the outstanding voting securities of the Company immediately
                  prior to such transaction;

         (iii)    the acquisition of beneficial ownership, as such term is
                  defined in the Securities Exchange Act of 1934, as amended
                  (the "Exchange Act") in a single transaction or series of
                  related transactions (by tender offer or otherwise), of more
                  than 50% of the voting securities of the Company by a single
                  person or entity (other than the Company or an affiliate (as
                  such term is defined in Rule 12b-2 under the Exchange Act) of
                  the Company (each an "Affiliate"), a trustee or any other
                  fiduciary or committee of any employee benefit plan of the
                  Company, or any corporation owned directly or indirectly by
                  the stockholders of the Company in substantially the same
                  proportions as their ownership of the stock of the Company or
                  "group" within the meaning of Section 13(d)(3) of the Exchange
                  Act, whether through the acquisition of previously issued and
                  outstanding voting




                                      -13-
<PAGE>

                  securities or of voting securities that have not been
                  previously issued, or any combination thereof;

         (iv)     the voluntary or involuntary dissolution, liquidation or
                  winding up of the Company, or the adoption of any resolution
                  with respect thereto;

         (v)      the individuals who constituted the Board of Directors as of
                  the Effective Date (the "Incumbent Board") ceasing for any
                  reason to constitute at least a majority of the Board of
                  Directors; provided, that any person becoming a director whose
                  election or nomination for election was approved by a majority
                  of the members of the Incumbent Board shall be considered, for
                  purposes of this Agreement, a member of the Incumbent Board;
                  and provided further that, notwithstanding anything herein to
                  the contrary, a Change of Control shall not be deemed to have
                  occurred in connection with (i) any public offering of the
                  common stock of the Company or, after the U.S. Reorganization
                  Transaction, of WSI, for cash; (ii) any transaction with an
                  entity or group that includes, is affiliated with or is wholly
                  or partially controlled by, one or more executive officers of
                  the Company or, after the U.S. Reorganization, of WSI, in
                  office immediately prior to the transaction that would
                  otherwise constitute a Change of Control; (iii) any capital
                  raising transaction (including any investment by one or more
                  private equity funds) for the purpose of financing
                  acquisitions specifically identified by the Board of Directors
                  of the Company or after, the U.S. Reorganization Transaction,
                  of WSI; or (iv) the U.S. Reorganization Transaction; or

         (vi)     following the consummation of the US Reorganization
                  Transaction, the occurrence of any of the events described in
                  Sections (b) (i), (ii), (iii), (iv), or (v) involving WSI.

(c)      CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY. In the event that any
         portion of the payments or benefits provided to Executive under this
         Agreement or pursuant to any other plan, arrangement or agreement
         between Executive and the Company or any Affiliate thereof
         (collectively, "Total Payments") would be subject to the tax (the
         "Excise Tax") imposed by Section 4999 of the Internal Revenue Code (the
         "Code") or any similar tax that may hereafter be imposed, then
         Executive shall be entitled to receive an additional payment (the
         "Gross-up Payment") in an amount which, when combined with the net
         amount of the Total Payments retained by Executive after giving effect
         to the application of the Excise Tax and all other applicable taxes on
         the Total Payments (including any interest or penalties imposed with
         respect to such taxes), will result in receipt by Executive of a
         Gross-up Payment equal to the Excise Tax imposed upon the Total
         Payments.



                                      -14-
<PAGE>

         (i)      Determination by Accounting Firm. Subject to the provisions of
                  Section 7(c)(ii) below, all determinations required to be made
                  under this Section 7(c), including whether a Gross-up Payment
                  is required, the amount of the Gross-Up Payment and the
                  assumptions to be utilized in arriving at such determination,
                  shall be made by the Company's independent auditors or such
                  other certified public accounting firm reasonably acceptable
                  to Executive as may be designated by the Company (the
                  "Accounting Firm"). The Accounting Firm shall provide detailed
                  calculations supporting the Gross-up Payment to the Company
                  and Executive. All fees and expenses of the Accounting Firm
                  shall be paid solely by the Company. Any Gross-Up Payment, as
                  determined pursuant to this Section 7(c), shall be paid by the
                  Company to Executive not later than the due date for the
                  payment of any Excise Tax. Any determination by the Accounting
                  Firm shall be binding upon the Company and Executive. As a
                  result of the uncertainty in the application of Section 4999
                  of the Code at the time of the initial determination by the
                  Accounting Firm hereunder, it is possible that Gross-Up
                  Payments which will not have been made by the Company should
                  have been made ("Underpayment"), consistent with the
                  calculations required to be made hereunder. In the event that
                  the Company exhausts its remedies pursuant to Section 7(c)(ii)
                  and Executive thereafter is required to make a payment of any
                  Excise Tax, the Accounting Firm shall determine the amount of
                  the Underpayment that has occurred and any such Underpayment
                  shall be promptly paid by the Company to or for Executive's
                  benefit.

         (ii)     The Company's Right to Contest Excise Tax. Executive agrees to
                  notify the Company in writing of any claim by the Internal
                  Revenue Service or by the Canadian Customs and Revenue Agency
                  that, if successful, would require the payment by the Company
                  of the Gross-Up Payment. Such notification shall be given as
                  soon as practicable but no later than ten (10) business days
                  after Executive is informed in writing of such claim and shall
                  apprise the Company of the nature of such claim and the date
                  on which such claim is requested to be paid. Executive shall
                  not pay such claim prior to the expiration of the 30-day
                  period following the date on which Executive gives such notice
                  to the Company (or such shorter period ending on the date that
                  any payment of taxes with respect to such claim is due). If
                  the Company notifies Executive in writing prior to the
                  expiration of such period that it desires to contest such
                  claim, Executive agrees to:

                  (A)      give the Company any information reasonably requested
                           by the Company relating to such claim,

                  (B)      take such action in connection with contesting such
                           claim as the Company shall reasonably request in
                           writing from time to time, including, without
                           limitation, accepting legal representation with
                           respect to such claim by an attorney reasonably
                           selected by the Company;



                                      -15-
<PAGE>

                  (C)      cooperate with the Company in good faith in order to
                           effectively contest such claim, and

                  (D)      permit the Company to participate in any proceedings
                           relating to such claim;

                  PROVIDED, however, that the Company agrees to bear and pay
                  directly all costs and expenses (including additional interest
                  and penalties) incurred in connection with such contest and
                  shall indemnify and hold Executive harmless, on an after-tax
                  basis, for any Excise Tax or income tax (including interest
                  and penalties with respect thereto) imposed as a result of
                  such representation and payment of costs and expenses. Without
                  limitation on the foregoing provisions of this Section
                  7(c)(ii), the Company shall control all proceedings taken in
                  connection with such contest and, at its sole option, may
                  pursue or forego any and all administrative appeals,
                  proceedings, hearings and conferences with the taxing
                  authority in respect of such claim and may, at its sole
                  option, either direct Executive to pay the tax claimed and sue
                  for a refund or contest the claim in any permissible manner,
                  and Executive agrees to prosecute such contest to a
                  determination before any administrative tribunal, in a court
                  of initial jurisdiction and in one or more appellate courts,
                  as the Company shall determine; PROVIDED, HOWEVER, that if the
                  Company directs Executive to pay such claim and sue for a
                  refund, the Company shall advance the amount of such payment
                  to Executive, on an interest-free basis, and shall indemnify
                  and hold Executive harmless, on an after-tax basis, from any
                  Excise Tax or income tax (including interest or penalties with
                  respect thereto) imposed with respect to such advance or with
                  respect to any imputed income with respect to such advance;
                  and FURTHER PROVIDED that any extension of the statute of
                  limitations relating to payment of taxes for Executive's
                  taxable year with respect to which such contested amount is
                  claimed to be due is limited solely to such contested amount.
                  Furthermore, the Company's control of the contest shall be
                  limited to issues with respect to which a Gross-Up Payment
                  would be payable hereunder and Executive shall be entitled to
                  settle or contest, as the case may be, any other issue raised
                  by the Internal Revenue Service or any other taxing authority.

         (iii)    Repayment to the Company. If, after the receipt by Executive
                  of an amount advanced by the Company pursuant to Section
                  7(c)(ii), Executive becomes entitled to receive any refund
                  with respect to such claim, Executive shall promptly pay to
                  the Company the amount of such refund (together with any
                  interest paid or credited thereon after taxes applicable
                  thereto). Executive shall be entitled to deduct from any
                  payment made to the Company pursuant to the previous sentence
                  the amount of any taxes that Executive previously paid on the
                  amount of such payment. If, after the receipt by Executive of
                  an amount advanced by the Company pursuant to Section
                  7(c)(ii), a determination is made that Executive is not
                  entitled to any refund with respect to such claim and the
                  Company does not



                                      -16-
<PAGE>

                  notify Executive in writing of its intent to contest such
                  denial of refund prior to the expiration of thirty (30) days
                  after such determination, then such advance shall be forgiven
                  and shall not be required to be repaid and the amount of such
                  advance shall offset, to the extent thereof, the amount of
                  Gross-Up Payment required to be paid.

(d)      Notwithstanding anything herein to the contrary, to the extent that
         Executive has received payments of Base Salary pursuant to Section
         6(f)(i) hereof at a time when a "Change of Control" occurs, such
         payments shall be deducted from the lump sum payment required to be
         made to Executive pursuant to Section 7(a)(i) hereof.

8.       RESTRICTIVE COVENANTS

(a)      COMPETITIVE ACTIVITY. Executive covenants and agrees that at all times
         during Executive's employment with the Company, and during the
         Non-Compete Period (as defined below), Executive will not, acting alone
         or in conjunction with others, without the prior written consent of the
         Company, directly or indirectly, engage or participate in, assist,
         render services to or for, or have any active interest or involvement
         in, whether as an employee, principal, agent, consultant, creditor,
         lender, advisor, employer, officer, director, stockholder (excluding
         holdings by Executive of up to 3% of the voting stock of any
         corporation subject to the periodic reporting requirements of the
         Exchange Act), partner, proprietor or in any other individual or
         representative capacity in or with, any person, entity or business
         which competes, directly or indirectly, with the Company or any
         Affiliate in any of the business areas or territories in which the
         Company or any Affiliate then conducts business or with any development
         opportunity being pursued by the Company or any Affiliate during the
         Non-Compete Period.

(b)      NON-SOLICITATION. Executive covenants and agrees that at all times
         during Executive's employment with the Company, and during the
         Non-Compete Period, Executive will not, without the prior written
         consent of the Company, directly or indirectly (i) induce, solicit or
         entice any customer of the Company or any customer of any Affiliate to
         patronize any person, business or entity which competes, directly or
         indirectly, with the Company or such Affiliate in any of the business
         areas or territories in which the Company or such Affiliate then
         conducts business; (ii) canvass, solicit or accept any business from
         any customer of the Company or any customer of any Affiliate (other
         than in connection with the performance by Executive of his duties and
         responsibilities for the Company in accordance with this Agreement) in
         any of the business areas or territories in which the Company or any
         Affiliate of the Company then conducts business; (iii) request or
         advise any customer of the Company or any customer of any Affiliate to
         withdraw, curtail or cancel such customer's business with the Company
         or such Affiliate in any of the business areas or territories in which
         the Company or any Affiliate of the Company then conducts business;
         (iv) contact, communicate with or solicit any prospect that the Company
         is actively pursuing or any prospect that any Affiliate is actively
         pursuing (other than in connection with the



                                      -17-
<PAGE>

         performance by Executive of his duties for the Company in accordance
         with this Agreement); (v) disclose to any other person, entity or
         business the names or addresses of any customer or acquisition prospect
         of the Company or any customer or acquisition prospect of any Affiliate
         (other than as required in connection with the performance by Executive
         of his duties for the Company in accordance with this Agreement); (vi)
         cause, solicit, entice or induce any employee of the Company or any
         employee of any Affiliate to leave the employ of the Company or such
         Affiliate, or to accept employment with, or compensation from,
         Executive or any person, entity or business (other than the Company or
         any Affiliate) with which Executive is affiliated or by whom Executive
         is employed; or (vii) use any customer lists or customer leads, mail,
         telephone numbers, printed material or other information obtained from
         the Company or any Affiliate or any employee of any of the foregoing
         (other than in connection with the performance by Executive of his
         duties for the Company in accordance with this Agreement).

(c)      NON-DISPARAGEMENT.

         (i)      Executive covenants and agrees that Executive shall not engage
                  in any pattern of conduct that involves the making or
                  publishing of written or oral statements or remarks
                  (including, without limitation, the repetition or distribution
                  of derogatory rumors, allegations, negative reports or
                  comments) which are disparaging, deleterious or damaging to
                  the integrity, reputation or goodwill of the Company or any
                  Affiliate or any member of management of the Company or any
                  Affiliate.

          (ii)    The Company and WSI jointly and severally covenant and agree
                  that they shall not engage in any pattern of conduct that
                  involves the making or publishing of written or oral
                  statements or remarks (including, without limitation, the
                  repetition or distribution of derogatory rumors, allegations,
                  negative reports or comments) which are disparaging,
                  deleterious or damaging to the integrity or reputation of
                  Executive.

(d)      PROTECTED INFORMATION. Executive recognizes and acknowledges that
         Executive has had and will continue to have access to various
         confidential and proprietary information concerning the Company and its
         Affiliates which is of a special and unique value. As a condition to
         commencement of Executive's employment hereunder, Executive shall
         execute a Confidentiality and Proprietary Rights Agreement in
         substantially the form of Exhibit B attached hereto (the
         "Confidentiality and Proprietary Rights Agreement"). Any breach by
         Executive of the Confidentiality and Proprietary Rights Agreement shall
         be considered a breach of this Agreement.

(e)      NON-COMPETE PERIOD. For purposes of this Agreement, the term
         "Non-Compete Period" shall have the following meanings:

         (i)      In the event that (A) Executive's employment hereunder is
                  terminated by the Company without Cause pursuant to Section 5
                  (f), or by Executive for Good



                                      -18-
<PAGE>

                  Reason pursuant to Section 5 (d), and (B) a Change of Control
                  did not occur within the two-year period preceding, and does
                  not occur within the one-year period following the effective
                  date of termination, the Non-Compete Period shall mean the
                  period beginning on the effective date of termination and
                  ending on the second anniversary of the effective date of
                  termination;

         (ii)     in the event that (A) Executive's employment hereunder is
                  terminated by the Company without Cause pursuant to Section 5
                  (f), or by Executive for Good Reason pursuant to Section 5
                  (d), and (B) a Change of Control occurred within the two-year
                  period preceding the effective date of termination, there
                  shall be no Non-Compete Period;

         (iii)    in the event that (A) Executive's employment hereunder is
                  terminated by the Company without Cause pursuant to Section 5
                  (f), or by Executive for Good Reason pursuant to Section 5
                  (d), and (B) a Change of Control occurs within the one-year
                  period following the effective date of termination, the
                  Non-Compete Period shall mean the period beginning on the
                  effective date of termination and ending on the effective date
                  of the Change of Control;

         (iv)     in the event that Executive's employment hereunder is
                  terminated by Executive voluntarily pursuant to Section 5 (e),
                  or by the Company with Cause pursuant to Section 5 (c), the
                  Non-Compete Period shall mean the period beginning on the
                  effective date of termination and ending on the first
                  anniversary of the effective date of termination; and

         (v)      in the event that Executive's employment hereunder is
                  terminated by the Company upon Death of Executive pursuant to
                  Section 5(a), or upon the Total Disability of Executive
                  pursuant to Section 5 (b), there shall be no Non-Compete
                  Period.

9.       ENFORCEMENT OF COVENANTS.

(a)      TERMINATION OF EMPLOYMENT AND FORFEITURE OF COMPENSATION.
         Notwithstanding anything in this Agreement to the contrary, in the
         event that the Board of Directors of the Company or following
         consummation of the US Reorganization Transaction, the Board of
         Directors of WSI, or a duly authorized committee thereof determines in
         its good faith judgment that Executive has violated Sections 8(a) or
         8(b) hereof, the Company shall have the right to suspend or terminate
         any or all remaining payments or benefits payable pursuant to Section 6
         and/or 7 of this Agreement. Such suspension or termination of benefits
         shall be in addition to and shall not limit any and all other rights
         and remedies that the Company may have against Executive.

(b)      RIGHT TO INJUNCTION. Executive acknowledges that a breach of the
         covenants set forth in Section 8 hereof will cause irreparable damage
         to the Company with respect to



                                      -19-
<PAGE>

         which the Company's remedy at law for damages will be inadequate.
         Therefore, in the event of a breach of the covenants set forth in
         Section 8 by Executive or if the Company has reasonable grounds to
         believe that a breach by Executive of the covenants set forth in
         Section 8 is imminent, Executive and the Company agree that the Company
         shall be entitled to the following particular forms of relief, in
         addition to remedies otherwise available to it at law or in equity; (i)
         injunctions, both preliminary and permanent, enjoining or restraining
         such breach or anticipatory breach and Executive hereby consents to the
         issuance thereof forthwith and without bond by any court of competent
         jurisdiction; and, in the event the Company prevails on the merits
         after all available appeals have been exhausted (ii) recovery of all
         reasonable sums expended and costs, including reasonable attorney's
         fees, incurred by the Company to enforce the covenants set forth in
         Section 8.

(c)      SEPARABILITY OF COVENANTS. The covenants contained in Section 8 hereof
         constitute a series of separate covenants, one for each province and
         Territory in Canada and one for each applicable State in the United
         States and the District of Columbia. If in any judicial proceeding, a
         court shall hold that any of the covenants set forth in Section 8
         exceed the time, geographic, or occupational limitations permitted by
         applicable laws, Executive and the Company agree that such provisions
         shall and are hereby reformed to the maximum time, geographic, or
         occupational limitations permitted by such laws. Further, in the event
         a court shall hold unenforceable any of the separate covenants deemed
         included herein, then such unenforceable covenant or covenants shall be
         deemed eliminated from the provisions of this Agreement for the purpose
         of such proceeding to the extent necessary to permit the remaining
         separate covenants to be enforced in such proceeding. Executive and the
         Company further agree that the covenants in Section 8 shall each be
         construed as a separate agreement independent of any other provisions
         of this Agreement, and the existence of any claim or cause of action by
         Executive against the Company whether predicated on this Agreement or
         otherwise, shall not constitute a defense to the enforcement by the
         Company of any of the covenants of Section 8.

10.      MITIGATION OF DAMAGES; LEGAL FEES.

(a)      Executive shall not be required to mitigate the amount of any payment
         provided for in this Agreement by seeking other employment.

(b)      If any legal action is filed by either party to enforce or interpret
         any of the provisions of this Agreement, the non-prevailing party shall
         pay to the prevailing party, in addition to any other amounts awarded
         in the action, all reasonable attorney's fees and other fees and costs
         incurred by the prevailing party in connection with such legal action,
         the amount of which shall be fixed by the court hearing such action and
         made a part of any judgment rendered.




                                      -20-
<PAGE>

11.      WITHHOLDING OF TAXES.

The Company may withhold all legally required taxes from any compensation and
benefits payable under this Agreement.

12.      ASSIGNMENT.

Except as otherwise provided in this Agreement, this Agreement shall inure to
the benefit of, and be binding upon, the parties hereto and their respective
heirs, representatives, successors and permitted assigns. The rights, benefits
and obligations of Executive under this Agreement are personal to Executive and
no such right, benefit or obligation shall be subject to voluntary or
involuntary alienation, assignment or transfer; PROVIDED, HOWEVER, that nothing
in this Section 12 shall preclude Executive from designating a beneficiary or
beneficiaries to receive any benefit payable on his death. The Company shall
require any Successor (whether by purchase of all or substantially all of the
assets of the Company, merger of the Company into another entity, or otherwise)
to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would have been required to perform if no such
succession had taken place. Upon any such assignment, all references herein to
the Company shall be deemed to refer to such assignee.

13.      ENTIRE AGREEMENT; AMENDMENT.

This Agreement, together with all schedules, exhibits and other documents
referred to herein, shall supersede any and all existing oral or written
agreements, representations, or warranties between Executive and the Company
relating to the terms of Executive's employment by the Company. This Agreement
may not be amended, nor any provision waived, except by a written instrument
signed by the party against whom such amendment or waiver is sought to be
enforced.

14.      GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the
internal substantive laws of the Province of Ontario, and the laws of Canada
applicable therein, without giving effect to the conflict of law principles
thereof. The parties agree that all disputes, legal actions, suits and
proceedings arising out of or relating to this Agreement or Executive's
employment with the Company must be brought exclusively in a court of competent
jurisdiction located in Toronto, Ontario. Each party hereby irrevocably consents
and submits to the exclusive jurisdiction of such courts. No legal action, suit
or proceeding with respect to this Agreement or Executive's employment with the
Company may be brought in any other forum. Each party hereby irrevocably waives
all claims of immunity from jurisdiction and any right to object on the basis
that any dispute, action, suit or proceeding brought in any such court has been
brought in an improper or inconvenient forum or venue.



                                      -21-
<PAGE>

15.      NOTICES.

Any notice, consent, request or other communication made or given in connection
with this Agreement shall be in writing and shall be deemed to have been duly
given if delivered personally, mailed by registered or certified mail (return
receipt requested), or by confirmed facsimile to those listed below at their
following respective addresses or at such other address as each may specify by
notice to the others:

         To the Company or WSI:

                  1122 International Blvd., Suite 601
                  Burlington, Ontario  L7L 6Z8
                  Attention:  Chief Executive Officer
                  Facsimile: 905-319-9048

         To Executive:  At the address for Executive set forth below.

16.      MISCELLANEOUS.

(a)      WAIVER. The failure of a party to insist upon strict adherence to any
         term of this Agreement on any occasion shall not be considered a waiver
         thereof or deprive that party of the right thereafter to insist upon
         strict adherence to that term or any other term of this Agreement. The
         waiver by any party hereto of a breach of any provision of this
         Agreement shall neither operate nor be construed as a general waiver or
         as a specific waiver of any subsequent breach by any party, unless
         otherwise expressly provided in such waiver.

(b)      SEPARABILITY. Subject to Section 9 hereof, if any term or provision of
         this Agreement or application thereof to anyone or under any
         circumstances shall be determined to be invalid, illegal or
         unenforceable by any court of competent jurisdiction and cannot be
         modified to be enforceable, such term or provision shall immediately
         become null and void, leaving the remainder of this Agreement in full
         force and effect.

(c)      HEADINGS. Section headings are used herein for convenience of reference
         only and shall not affect the meaning of any provision of this
         Agreement.

(d)      RULES OF CONSTRUCTION. Whenever the context so requires, the use of the
         singular shall be deemed to include the plural and vice versa.

(e)      COUNTERPARTS. This Agreement may be executed in any number of
         counterparts, each of which so executed shall be deemed to be an
         original, and such counterparts will together constitute but one
         Agreement.



                                      -22-
<PAGE>

(f)      RELEASE. Notwithstanding anything herein to the contrary, the Company
         shall not be required to make any of the payments, or provide any of
         the benefits, to the Executive pursuant to Sections 6 or 7 hereof
         unless and until Executive executes and delivers a release of all
         claims arising out of this Executive Employment Agreement through the
         date of the release, but excluding claims for indemnification from the
         Company under the Indemnification Agreement attached hereto as Exhibit
         A, local, provincial, state or federal statutory or constitutional
         claims, or other claims not arising under this Executive Employment
         Agreement.

(g)      SURVIVAL. Notwithstanding anything in this Agreement to the contrary,
         the provisions of Sections 8, 9, 10, 14, 15, 16 and 17 shall survive
         any termination of Executive's employment in accordance with their
         respective terms.

17.      GUARANTEE. WSI hereby guarantees the performance by the Company of the
         Company's obligations under this Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.



CAPITAL ENVIRONMENTAL RESOURCE INC.


By: /s/ David Sutherland-Yoest
    -------------------------------------------
Name:  David Sutherland-Yoest
Title: Chairman and Chief Executive Officer


Date: May 13, 2004



WASTE SERVICES, INC.


By: /s/ David Sutherland-Yoest
    -------------------------------------------
Name:  David Sutherland-Yoest
Title: Chairman and Chief Executive Officer


Date: May 13, 2004



EXECUTIVE:

By: /s/ Ivan R. Cairns
    -------------------------------------------
    Ivan R. Cairns


Date: May 13, 2004





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